Investors’ Guide 2016

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We

● Offer customers healthy, valuable choices in food

● Cultivate deep relationships to build prosperous local communities

● Constantly pursue innovation and move with the times

In our business, we aim to

● Offer products and services tailored to various lifestyle choices that give customers access to a range of healthy, valuable foods

● Create a corporate culture that supports employee self-fulfillment by providing skills training and encouraging people to achieve their potential

● Continually develop and grow over time while seeking to maximize enterprise value

● Create new value based on fair dealings with our business partners for customer benefit

● Welcome new companies into the group to help us meet the needs of local communities and engage in fair, transparent corporate governance while respecting the management of each member company of U.S.M. Holdings.

Our core philosophy

Business vision

Business Philosophy of U.S.M.Holdings

Outline of U.S.M. Holdings

Creating new value through the evolving

expertise of our three companies

The Maruetsu, Inc.Established in 1945, Maruetsu

celebrated its 70th anniversary

in October 2015. The chain of

285 stores as of the end of

Feb. 2016 is developing under

the three formats of

“Maruetsu,” “Maruetsu Petit,”

and “Lincos.”

(See P. 5 for details)

Kasumi Co., Ltd.Established in 1961, Kasumi

had a chain of 170

supermarkets as of the end

of Feb. 2016. With three

formats, Kasumi gives stores

autonomy based on a “Social

Shift” management ethos.

(See P. 6 for details)

MaxValu Kanto Co., Ltd.Established in 2009, MaxValu Kanto had a chain of 39

supermarkets as of the end of Feb. 2016 with a business

approach emphasizing user reassurance, lifestyle and

local produce while developing a brand of supermarkets

geared toward great taste and convenience.

(See P. 7 for details)

U.S.M. Holdings at a Glance

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We aim to create value as aregionally focused enterpriseby building close relationshipswith our local community.

Hiromasa Kohama Chairman and

Representative Director

Makoto UedaPresident and

Representative Director

United Super Markets Holdings Inc. (U.S.M. Holdings)

was established on March 2, 2015 as a joint holding com-

pany for The Maruetsu, Inc., Kasumi Co., Ltd., and Max-

Valu Kanto Co., Ltd.

U.S.M. Holdings is the largest integrated supermarket

operator by sales in the region comprising Tokyo and its

six adjacent prefectures. Every day, our stores serve over

1.1 million c. We will continue developing and evolving

our business by cultivating close connections between

each of our stores and their local communities, leverag-

ing our strengths to create possibilities for the future.

Background to the creation of U.S.M. Holdings

The supermarket sector in Japan has been consolidating in

the face of tough competition not only from other supermar-

ket chains, but also from other retail sectors such as discount

stores, convenience stores, drugstores, online retailers and

meal delivery services.

To thrive amid fierce competition in such a fast-changing

environment, it is essential to maximize enterprise value by

“creating original value,” which means providing products and

services tailored to the various lifestyles of our customers.

Integrated but still unique

The Maruetsu, Kasumi and MaxValu Kanto supermarket

chains already shared the business philosophy of putting the

customer first and contributing to local communities. Togeth-

er, we aim to create the leading supermarket chain in terms of

scale and quality in the Kanto region and provide our custom-

ers with high-quality food at home. Integrating the three oper-

ators to create a network with regional scale has allowed us

to pool capabilities while focusing on innovation, based on a

shared business vision.

We adopted a new joint holding company structure to

manage the integration process. This approach has helped

us retain the brand value created by each operator over

many years and acknowledges the value of management

autonomy in developing services that truly serve the local

community. To put it another way, the supermarket opera-

tors remain the basis of our retail business and the role of the

holding company is to find ways to create new products and

services that customers will see as added value.

Future prospects

While leveraging economies of scale created by integrating

the three operators and promoting the growth of each, we will

also seek to welcome other similarly minded supermarket op-

erators in the region into the U.S.M. Holdings group. By Feb-

ruary 2021, we aim to achieve consolidated operating reve-

nue of ¥1 trillion and develop a network of over 1,000 stores.

Message from the Management

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Maruetsu

Lincos Lincos (China)

Food Square

MaxValu MaxValu Express

Food Off Stocker

Food Market

Maruetsu Petit

We develop store formats aimed at increasing customer satisfaction.

The three formats are: “Maruetsu,” an enjoyable place to shop daily for fresh food and other gro-ceries; “Maruetsu Petit,” an urban-format super-market tailored to city residents; and “Lincos,” a supermarket offering high-quality merchandise and service (includes two stores in China).

Maruetsu brand development

MaxValu Kanto brand development

Kasumi brand development

The three supermarket formats are the flagship “Food Square” brand marketing new delights for mealtimes, the core “Food Market” brand sup-plying groceries to suit local tastes and customs, and a discount format offering everyday low pric-es under the “Food Off Stocker” brand.

Stores trading under the “MaxValu” format aim to maximize value for customers shopping for daily groceries in terms of quality, price, range and service, while the “MaxValu Express” format of-fers convenience, competitive prices and sur-prising variety that changes daily for those shop-ping for everyday grocery items.

The Maruetsu, Inc.

Kasumi Co., Ltd.

MaxValu Kanto Co., Ltd.

Business at a Glance

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Maruetsu Tobitakyu StoreChofu-shi, Tokyo

Food Square Kasumi Higashi-Narashino StoreNarashino-shi, Chiba Prefecture

MaxValu Narita Tomisato StoreNarita-shi, Chiba Prefecture

Moving ahead with regional development in Tokyo and adjacent markets

Selected new stores opened in the fiscal year ended February 29, 2016

Maruetsu Kasumi MaxValu Kanto

Tokyo 137 2 18Ibaraki Prefecture 1 92 1Chiba Prefecture 46 32 15Saitama Prefecture 53 30 3Kanagawa Prefecture 47 ー 2Tochigi Prefecture 1 8 ーGunma Prefecture ー 6 ーTotal 285 170 39

Gunma Prefecture

6 stores

Tochigi Prefecture

9 stores

Ibaraki Prefecture

94 stores

Chiba Prefecture

93 stores

Saitama Prefecture

86 stores

Kanagawa Prefecture

49 stores

Tokyo

157 stores

Number of U.S.M. Holdings Group stores* Number of stores by company and by prefecture as of February 29, 2016 494 stores

Number of stores (graph)

■Maruetsu　■Kasumi　■MaxValu Kanto (stores)

262

141

422 439 451 479 49419

271

146

22

268

151

32

276

159

44

285

170

39

Feb. 2012 Feb. 2013 Feb. 2014 Feb. 2015 Feb. 2016

Focused on Japan’s richest and most promising urban marketU.S.M. Holdings was created for operations within the region of Tokyo and the adjacent prefectures. This is Japan’s richest and most promising retail market due to the rising demand created by the continuous net influx of population plus the growing number of overseas visitors.

As of the end of February 2016, the U.S.M. Holdings retail network totaled 494 supermarkets in the Kanto region, com-prising Tokyo and its six adjacent prefectures. U.S.M. Hold-ings boasts by far the largest market share in this region. The chain expansion strategy seeks not only to exploit market share dominance and economies of scale, but also to up-grade the quality of the retail offering as a vital ingredient in keeping a tight regional focus and paying attention to the needs of local customers. Going forward, U.S.M. Holdings aims to retain and build on the support of customers by intro-ducing convenience store-style services at smaller urban out-lets and developing formats to integrate supermarkets with drugstores or other outlets.

Fiscal year ended February 29, 2016: total of 30 new stores opened, expanding the network to 494 storesU.S.M. Holdings opened a total of 30 new stores in the fiscal year ended February 29, 2016, split between Maruetsu (16), Kasumi (13) and MaxValu Kanto (1). A total of 15 stores were also closed (Maruetsu 7, Kasumi 2, MaxValu Kanto 6) as part of a scrap-and-build policy to try to maximize opera-tional efficiency. The overall network comprised 494 stores at year-end.

Breakdown of our stores* The two Maruetsu stores in China are not included.

Network

May 15

October 7

November 17

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The Maruetsu, Inc. Corporate DataMeeting local needs with varied store layouts

Head office Higashi-Ikebukuro, Toshima-ku, Tokyo

Established October 1945

Capital 37.5 billion yen

Number of stores 285 stores

Number of employees 15,609

*As of February 29, 2016

Realizing “happy lifestyles” for customersAlthough Maruetsu is the largest food-oriented supermarket chain in the Tokyo region, Maruetsu strives to cater to local needs with a variety of store layouts, ranging from small 130 m2 outlets under the “Maruetsu Petit” brand, to large 5,000 m2 “Maruetsu” supermarkets. The small “Maruetsu Petit” ur-ban outlets have been developed in recent years to emphasize fresh produce (fruit and vegetables, meat and fish) and freshly prepared dishes to set itself apart from convenience store chains. Such outlets help relieve the inconvenience of grocery shopping in city centers.

Maruetsu introduced its own private label, “maruetsu365,” (maruetsu san-go-roku) in 2010. The brand’s concept is to offer products with extra features providing added value at reasonable prices. The private-label merchandise range has been expanded and updated, and included around 245 items as of the end of February 2016. It has proved highly popular with customers.

Having celebrated its 70th anniversary in October 2015, Maruetsu currently serves around 650,000 customers each day. Although it has grown into a large chain, the focus re-mains on creating vibrant stores where consumers feel wel-come and on building strong connections with local custom-ers to contribute to their happy lifestyles.

Main initiatives in the fiscal year ended February 29, 2016 Threefold evolution through “transformation ahead of future growth”Maruetsu had positioned the fiscal year ended February 29, 2016 as one of “transformation ahead of future growth,” with the emphasis on promoting greater competitiveness, higher productivity and more advanced management capabilities.

In practical terms, efforts focused on strengthening the fresh produce category to attract more customers, renewing the mainstays in the lineup of delicatessen items, and expand-ing the range of prepared fish and meat products supplied by processing facilities. Besides refurbishing and renovating ex-isting stores, Maruetsu also sought to improve productivity by expanding the use of automatic ordering systems at certain stores under central control, testing partial self-checkout sys-tems, and promoting paperless operations. Non-consolidated operating revenues for Maruetsu rose 5.9% in the fiscal year ended February 29, 2016 to ¥363,259 million.

Maruetsu

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Kasumi Co., Ltd. Corporate DataKasumi-style value cultivated by “Social Shift” management ethos

Head office Nishiohashi, Tsukuba-shi, Ibaraki Prefecture

Established June 1961

Capital 14.4 billion yen

Number of stores 170 stores

Number of employees 10,245

*As of February 29, 2016

“Social Shift” management aims to build stores loved by the community through autonomous actions for the benefit of customersThe “Social Shift” management ethos adopted by Kasumi in 2013 emphasizes management autonomy to enable each store to cultivate vitality based on customer feedback and em-ployee ideas. The “Kasumi Value Perspective,” adopted in 2014, involves putting the customer-first business philosophy into practice. In line with this, Kasumi is introducing mecha-nisms to help generate information and ideas about better merchandising and services for customers.

The “Social Shift” management ethos at Kasumi targets sustainable growth by augmenting the originality of store layouts and merchandising. For example, since 2001, all Kasumi stores have assigned space specifically for local products. Today, some 3,800 such items are on sale across the chain as a whole. In line with this initiative, Kasumi has dedicated space within its produce section for vegetables supplied by local farmers. Cus-tomers typically support this grow-local-buy-local model since locally grown vegetables in season are often fresher and tastier. Today, around 1,300 farmers supply fresh local produce to 138 Kasumi stores. Kasumi has built on its close community links while also seeking to take advantage of the model’s growth po-tential. Promoting the “Social Shift” management ethos is a key part of ensuring sustainable growth into the future.

Main initiatives in the fiscal year ended February 29, 2016 Initiatives to make stores integral to the communi-ty based on “Social Shift management” measuresIn fiscal 2015, the third year of measures based on the “Social Shift” management ethos, Kasumi extended autonomy to more outlets, raising the number of such stores to 123. Em-ployees plan their own initiatives at these stores to cultivate local connections, including events that involve customer par-ticipation and opportunities to sample seasonal local produce.

In other initiatives to help stores function as an integral part of the community, Kasumi outlets have introduced “Eat-in” spaces where customers can gather, relax and eat. These spaces are also being used as venues for cooking classes, exercise classes, birthday parties and other events to serve local community needs, with the details varying by store.

Kasumi shares these events and in-store highlights in real time via its Facebook page. In this way, Kasumi is developing stores that forge deeper connections with shoppers, who see the supermarket as “their store.” Reflecting the success of these ini-tiatives, non-consolidated operating revenues for Kasumi grew 6.7% in the year ended February 29, 2016, to ¥249,000 million.

Kasumi

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MaxValu Kanto Co., Ltd. Corporate DataBrightening the community, always from the customer’s perspective

Head office Kameido, Koto-ku, Tokyo

Established December 2009

Capital 100 million yen

Number of stores 39 stores

Number of employees 1,994

*As of February 29, 2016

Always offering something new and different attuned to changing customer lifestyles MaxValu Kanto strives to ensure that its stores reflect the rhythms of local daily life. Food ranges on display change fre-quently: in April, stores celebrate the new beginnings and cherry blossom viewing; in May, the themes are the Golden Week hol-iday and Mother’s Day. Weekly changes to the merchandise layout reflect our efforts to make customers feel that MaxValu stores are always offering something different and new. Season-al merchandise is another vital part of the MaxValu offering, to help bring seasonal variety to customers’ mealtimes.

Fresh produce and delicatessen are the strong points of any successful supermarket, and MaxValu Kanto is always seeking to fulfill customer desires in these areas. As part of this effort, delicatessen counters offer freshly made items through-out the day, especially for bento boxed lunches at lunchtime. By meeting specific daily needs, the company strives to create stores that regularly surprise our customers.

Main initiatives in fiscal year ended February 29, 2016 Improving fresh produce and prepared dishes to boost customer satisfaction“Reform” and “execution” have been the watchwords of Max-Valu Kanto in trying to deliver greater customer satisfaction with fresh produce and delicatessen. The layout of both these sections has been rearranged to emphasize locally sourced produce. In the delicatessen section, the company has also forged relationships with new vendors and introduced new products. On the sales side, the company has promoted spe-cial deals through “Tuesday Market,” offering a wider range of fresh produce on that day.

With many overseas visitors to Japan increasingly doing lots of shopping in the country, the company has opened a duty-free counter at the MaxValu Narita Tomisato store in the city of Narita, Chiba Prefecture, near the international airport. This sells items popular with foreign tourists, including Japa-nese teas, cereals and traditional confectionery. For Chiba res-idents, the company is promoting fish sourced direct from the nearby port of Choshi and other local produce.

In the year ended February 29, 2016, the company created a new Sales Support Department to improve in-store opera-tional capabilities and foster work practice reforms aimed at raising workplace productivity. Several stores were closed to boost business efficiency. Non-consolidated operating reve-nues decreased 3.5% in the year ended February 29, 2016, to ¥47,721 million.

MaxValu Kanto

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Promotion of medium-term management policies

Improving business efficiencyTo help improve the quality of management, the holding company is also promoting the centralization of functions such as public/investor relations, legal affairs, accounting and finance. In March 2016, the ICT* Business Design Office was set up to oversee development of platforms for forging further synergies, rather than just using IT to raise efficiency. U.S.M. Holdings aims to achieve business efficiency through such measures, while creating an enterprise that can continually evolve and grow based on close local community links.*ICT: information and communication technology

The medium-term management policies formulated and promoted by U.S.M.

Holdings are based on a four-pronged business strategy of “creating new

product value,” “creating new services,” “fostering people who will lead the

next generation,” and “improving business efficiency.” Ten project teams with

members from each of the three group companies were formed in the year

ended February 29, 2016 to report to the Group Synergy Realization Commit-

tee on a range of synergy-creating initiatives. Joint purchasing is being pur-

sued to lower the cost of goods for merchandise and in-store materials, and

to reduce store refurbishment expenses. Joint promotional campaigns for the

three companies are also being used to stimulate growth in customer traffic.

The project teams are also looking at ways of using integration synergies to

create original value from the three perspectives of Health, Community and

Value. All of these initiatives are helping to reinforce the business base of

U.S.M. Holdings in the Tokyo region.

Strategy

Medium-term management policies -- Creating original value from integration synergies --

Creating new services

Creating new product

value

Improving business efficiency

Creating original value

Fostering people

who will lead the next

generation 0

250billion yen

Feb. 2016

Operating revenue

Feb. 2018 (Target)

Feb. 2021(Target)

500billion yen

750billion yen

1trillion yen

663.8billion yen

720.0billion yen

Target operating revenue of

1 trillion yen

Creating new product value and servicesAssembled in March 2016, the Product Design Task Team is promoting the develop-ment and procurement of products to satisfy the needs of Kanto residents based on detailed market research (including product information, customer needs and local area knowledge). With the aim of giving customers healthy, valuable choices in food, the team is planning regular joint promotions and expanded food ranges to create original merchandise value through our products.

Looking ahead, U.S.M. Holdings aims to promote ICT-based analysis of pooled marketing data to yield intelligence on how to deliver greater convenience to custom-ers via new services.

Training the next generationAs part of building and developing a new training framework, U.S.M. Holdings also promotes in-tra-group personnel exchanges and skills develop-ment programs so the three operating companies can gain better mutual cultural understanding and share information on best practice with the aim of developing self-fulfilled employees who can con-tribute to local communities.

Growth Strategy

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The United Super Markets Holdings Group recognizes that environmental problems constitute a critical global issue and

makes concerted efforts to protect the global environment, helping to build a sustainable recycling society through sound

business activities that foster social and economic development and harmonious coexistence with local communities.

1. We actively work to conserve resources and energy through our business activities.2. We work to develop and popularize environmentally friendly products and materials.3. We promote waste reduction and The Three R’s: reuse, reduce and recycling.4. We contribute to local environmental protection activities and strive for harmony with local communities.5. We familiarize employees with this policy, nurture a spirit of environmental protection in each individual, and engage in group-wide activities that involve all employees.6. We announce this environmental policy to our employees and the public and strive to provide information on our activities proactively.

The U.S.M. Holdings Group’s Main InitiativesEnvironmental Impact Reduction and CO2 Reduction

U.S.M. Holdings’ Basic Policy on the Environment

■ Recycling Activities

■ Energy Conservation

■ Carbon Offsetting■ Raising Employee Awareness of Waste Reduction

The Group companies install recycling bins at the front of each of their stores and collect recyclable resources such as food trays, milk cartons, and PET bottles. Kasumi, in particular, collects recycled resources at Re-cycling Stations installed at all stores and sorts and stores them at the Kasumi Recycling Center, which performs primary processing. Kasumi opened a new cen-ter in April 2016 with the aim of establish-ing a more stable recycling system.

Kasumi actively utilizes renewable energy, using solar power to generate part of the energy required for its stores. The company generates solar power at 23 stores and sells 4.18 million kWh of electricity per year to power companies.

In addition, the Group companies install LED lighting, which combines low power consumption with a long service life. They reduce the environmental impact by using LED lighting for refrigeration equipment and installing dimma-ble lighting. They work to curtail electricity use at individual stores by, for exam-ple, installing night covers and nighttime shutoff timers on refrigeration cases.

Maruetsu engages in a carbon offset initiative to offset CO2 emitted in the manufacture of the plastic grocery bags it provides for customers, pur-chasing the right to emit CO2 equivalent to the amount absorbed in forest conservation activi-ties conducted by Iwate Prefecture, Tome City in Miyagi Prefecture, and Kitakata City in Fukushi-ma Prefecture. In addition to contributing to global warming mitigation, this initiative also sup-ports environmental protection activities and lo-cal communities in areas that were stricken by the Great East Japan Earthquake.

To raise employee awareness of the impor-tance of waste reduction, Maruetsu has introduced at more than 200 supermar-kets, mainly its eponymous stores, a waste weighing and management system that quantifies the amount of waste discharged. By quantifying waste discharged from its stores, Maruetsu is working to curtail waste emissions by increasing employee commitment to waste reduction.

■ Grocery Bag Reduction ActivitiesWith the cooperation of customers, Group companies engage in activi-ties to reduce the use of disposable plastic grocery bags. Maruetsu awards T-Card users who decline plastic shopping bags two T-Points as “eco points.” Kasumi applies the proceeds from the sale of plastic gro-cery bags at stores that have stopped distributing bags free of charge to environmental protection and other worthy causes. MaxValu Kanto collects used plastic grocery bags from customers for use by customers who do not bring their own reusable shopping bags.

Solar power generation Use of LED lighting and natural light

CSR Activities

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Safety and Security Initiatives

Contributions to Society

■ Voluntary Inspections for Radioactive Substances ■ ISO 22000 and ISO 9001 Quality Management Certification

■ Support for Guide Dog Training

■ Forest Conservation and Tree-Planting Activities ■ ISO 14001 Certification

■ Fundraising Activities

■ Collection of PET Bottle Caps to Purchase Vaccines

■ Great East Japan Earthquake Reconstruction Assistance

The Group has put in place an inspection system for radioactive sub-stances to enable customers to pur-chase food products with confidence and peace of mind. Maruetsu and Kasu-mi conduct voluntary product inspec-tions and disclose on their websites the results of sampling inspections of fresh produce, milk, tofu, and other products.

Maruetsu has obtained certification under the ISO 22000 international standard for food safety management systems at its fresh food process-ing centers for fresh meat and fresh fish and attests that it provides cus-tomers with safe, high-quality food products. Rose Corporation Co., Ltd., a Kasumi Group company that produces and processes boxed lunches and prepared foods, has obtained certification under the ISO 9001 international standard for quality management systems and engag-es in rigorous quality control that ensures customer peace of mind.

The Group supports guide dog training through monetary donations and conducts events such as guide dog training center tours for customers. Maruetsu has continuously made donations to the Japan Guide Dog As-sociation (JGDA) since 1993 through activities to raise funds for guide dog training, and the cumulative amount donated by fiscal 2015 was approxi-mately 250 million yen. Kasumi periodically holds meetings of the Kasumi Guide Dog Friends Club (Kasumi Modoken Friend Club) with JGDA sup-port to deepen community understanding and support for guide dogs.

Maruetsu and MaxValu Kanto are certified under the ISO 14001 interna-tional standard for environmental management systems. The companies have set environmental targets applicable to all stores: reducing electric-ity and food waste, which have a particularly high environmental impact; reducing combustible waste emissions (Maruetsu) and general waste emissions (MaxValu Kanto); and increasing the number of customers de-clining bags (Maruetsu) and the percentage of customers declining bags (MaxValu Kanto). The Group will continue environmental conservation activities at all business sites as well as appropriate measures at business sites that have obtained ISO 14001 certification.

Maruetsu, Kasumi, and MaxValu Kanto participate in Nippon Tele-vision’s 24-Hour Television: “Love Saves the Earth” charity televi-sion program.

The Group companies collect PET bottle caps at their stores and donate the proceeds from the sale of the caps to the Japan Committee, Vac-cines for the World’s Children (JCV) for use in purchasing vaccines for children around the world. (Some stores do not participate.)

Since the Great East Japan Earthquake of 2011, Kasumi has continuously en-gaged in activities to assist the city of Rikuzentakata, which was devastated in that disaster. It conducts companywide charity activities based on a reconstruc-tion assistance calendar and donates the money collected to the Rikuzentakata Elementary and Junior High School Reconstruction Fund. In March 2016, some 300 persons participated in Rikuzentakata Tanabata Festival Experiential Learn-ing (Rikuzentakata Tanabata Matsuri Taiken Gakushu), an event held for five consecutive years since 2012 coinciding with a donation presentation ceremo-ny. At the time of the Tanabata Festival, held on August 7 each year, elementary school students from areas where stores are located and new Kasumi employ-ees visit Rikuzentakata for two nights and three days to view the current situation in the disaster-stricken area and learn about the strength and wisdom to survive from the personal stories of victims. By joining in the Tanabata Festival and pulling floats together with the local people, the participants deepen their inter-actions with others and learn the importance of bonds between people.

Photo credit: Japan Guide Dog Association

Maruetsu participates in the Musashino Forest Revitalization Project in Saitama Prefecture, planting wild cherry and other trees at Maruetsu For-est (Maruetsu no Mori), located in Yokote, Hidaka City. Employees volun-teer to clear undergrowth each spring and autumn as a forest conserva-tion activity. Kasumi holds a tree-planting festival each May together with customers at Kasumi Empathy Creation Forest (Kyokan Sozo no Mori), located in Kasama City, Ibaraki Prefecture. MaxValue Kanto engages in activities to enhance the green space surrounding its stores.

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Corporate Governance

Corporate Governance Structure

General Meeting of Shareholders

Acc

oun

ting

aud

ito

r/A

udit

co

rpo

rati

on

Audit & Supervisory Board

(Corporate auditors)Board of Directors

(Directors)

Corporate departments

President andRepresentative

Director

ManagementCouncil

Corporate auditors/Audit departments Subsidiaries

Audit & Supervisory Board Committee

(Group corporate auditors)

Internal Audit Department・Internal control・Auditing

Oversight

Collaboration

CollaborationCollaboration

Auditing

Oversight Election/Dismissal

Oversight/Policy reinforcement

Resolution/Approval

Resolution/Approval

ReportingReporting

Management guidanceApproval of important matters

Internal auditing

Auditing

Election/Dismissal

Reporting

Reporting

Reporting

Accounting auditing

Board of DirectorsThe Board of Directors consists of nine directors (including three outside directors). The Board meets once a month, in principle, and holds extraordinary meetings as necessary. The five Audit & Supervisory Board members attend Board of Direc-tors meetings. At Board meetings, the directors deliberate and resolve matters prescribed by law and matters set forth in the Board of Directors Regulations and oversee the execution of business by the directors on the basis of regulatory compliance and appropriate risk management. As a pure holding company, the Company requires the operating companies to report to the Company important resolutions and governs the appropriate execution of business operations by the operating companies.

Audit & Supervisory BoardThe Audit & Supervisory Board consists of five corporate au-ditors (including three outside corporate auditors). The Board meets once a month, in principle, and holds extraordinary meetings as necessary. At Board meetings, the corporate au-ditors receive reports on, discuss, and resolve important au-dit-related matters. The corporate auditors audit the legality of the execution of duties by the directors, the status of assets, and other matters in accordance with the audit policy and division of duties established by the Audit & Supervisory Board. The Audit & Supervisory Board convenes meetings of the Group Auditor & Supervisory Board Liaison Committee for the purpose of cooperating with the corporate auditors and internal audit departments of the operating companies, strives to ensure highly effective auditing, and works to reinforce the governance function and internal audit function.

(As of May 19, 2016)

Basic Policy on Corporate Governance⑴ Respect the autonomy and independence of the operating

companies and ground corporate governance in the basic principles, vision, and mission formulated at the time the Company was established based on the common principles “Customer-first” and “Contribution to local communities.”

⑵ Maintain transparency and fairness in decision-making to ensure appropriate cooperation with shareholders and other stakeholders.

⑶ Regard shareholders with whom appropriate cooperation can be achieved from a medium- and long-term perspec-tive, particularly customer shareholders who provide opin-ions through their daily shopping, and other stakeholders as important partners. Create an environment that enables constructive dialogue with these stakeholders and develop a framework to reflect their feedback in management.

⑷ On the basis of (1) to (3) above, demonstrate a healthy entrepreneurial spirit by ensuring rationality in the man-agement decision-making process and strive for the Company’s sustained growth and enhancement of medi-um- and long-term corporate value by realizing prompt and decisive decision-making.

Corporate Governance

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Account Amount

Liabilities

Current liabilitie

Notes and accounts payable - trade 47,030Current portion of long-term loans payable 3,900Income taxes payable 3,641Provision for bonuses 1,795Provision for loss on store closings 235Provision for shareholder benefit program 256Other 22,981Total current liabilities 79,841

Non-current liabilities

Long-term loans payable 25,700Deferred tax liabilities 163Provision for directors' retirement benefits 365Provision for loss on subleases 211Net defined benefit liability 2,365Asset retirement obligations 4,580Other 9,115Total non-current liabilities 42,500

Total liabilities 122,342

Net assets

Shareholders' equity

Capital stock 10,000Capital surplus 104,319Retained earnings 16,595Treasury stock （7）Total shareholders' equity 130,907

Accumulated other comprehensive income

Valuation difference on available-for-sale securities （205）Foreign currency translation adjustment 323Remeasurements of defined benefit plans 144Total accumulated other comprehensive income 263

Minority interests 493Total net assets 131,664Total liabilities and net assets 254,006

Account Amount

Assets

Current assets

Cash and deposits 29,471

Notes and accounts receivable - trade 419

Inventories 16,244

Accounts receivable - other 17,046

Deferred tax assets 2,184

Other 2,722

Provision for doubtful accounts （169）

Total current assets 67,920

Non-current assets

Property, plant and equipment

Buildings and structures, net 60,020

Land 42,344

Other, net 17,919

Total property, plant and equipment 120,284

Intangible assets

Goodwill 15,482

Other 2,239

Total intangible assets 17,722

Investments and other assets

Investment securities 7,398

Deferred tax assets 5,215

Guarantee deposits 34,210

Other 1,648

Provision for doubtful accounts （392）

Total investments and other assets 48,079

Total non-current assets 186,086

Total assets 254,006

Consolidated Balance Sheet (Millions of yen)

Consolidated Financial Statements (As of February 29, 2016)

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Consolidated Statement of Income Consolidated Statement of Cash Flows

Account Amount

Net sales 649,539Cost of sales 466,344Gross profit 183,194Operating revenue 14,259Operating gross profit 197,454Selling, general and administrative expenses 183,430Operating income 14,024Non-operating income

Interest income 97Dividend income 55Subsidy income 116Other 295Total non-operating income 565

Non-operating expenses

Interest expenses 233Share of loss of entities accounted for using equity method 137Repayments of compensation received 93Other 262Total non-operating expenses 727

Ordinary income 13,862Extraordinary income

Gain on sales of non-current assets 264Gain on sales of investment securities 0Total extraordinary income 264

Extraordinary losses

Impairment loss 2,734Provision of allowance for loss on store closings 235Loss on store closings 210Loss on sales of investment securities 12Total extraordinary losses 3,192

Income before income taxes and minority interests 10,934Income taxes - current 5,553Income taxes - deferred 202Total income taxes 5,756Income before minority interests 5,177Minority interests in loss （151）Net income 5,329

Account Amount

Cash flows from operating activities 16,107

Cash flows from investing activities （16,897）

Cash flows from financing activities （3,910）

Effect of exchange rate change on cash and cash equivalents （55）

Net decrease in cash and cash equivalents （4,755）

Cash and cash equivalents at beginning of period 20,481

Increase in cash and cash equivalents resulting from share transfer 13,744

Cash and cash equivalents at end of period 29,470

(Millions of yen) (Millions of yen)

Consolidated Financial Statements (Fiscal year ended February 29, 2016)

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Group Companies

The Maruetsu, Inc.Supermarket business for retail sales of foods, household goods, apparel, etc.

Head office: 5-51-12 Higashi-Ikebukuro, Toshima-ku, Tokyo

Kasumi Co., Ltd.Supermarket business for retail sales of foods, household goods, apparel, etc.

Head office: 599-1, Nishiohashi, Tsukuba-shi, Ibaraki Prefecture

MaxValu Kanto Co., Ltd.Supermarket business for retail sales of foods, household goods, apparel, etc.

Head office: 5-30-3 Kameido, Koto-ku, Tokyo

Established March 2015

Capital 10 billion yen

Business Management of supermarket business

Head office 1 Kanda Aioi-cho, Chiyoda-ku, Tokyo

Number of shares authorized 500,000,000 shares

Number of shares issued 131,681,356 shares

Number of shareholders 57,306

(as of May 19, 2016)

Chairman and Representative Director Hiromasa KohamaPresident and Representative Director Makoto UedaRepresentative Director Daisuke TezukaDirector and Executive Vice-President Motohiro FujitaDirector Ryota FuruseDirector and Advisor (part-time) Motoya OkadaOutside Director (part-time) Mitsuru AkiyoshiIndependent Outside Director (part-time) Shigekazu TorikaiIndependent Outside Director (part-time) Naoko MakinoCorporate Auditor (Standing) Kazuo HosoyaCorporate Auditor (Standing) Tsutomu UchidaOutside Corporate Auditor (part-time) Akira SasaokaOutside Corporate Auditor (part-time) Masahiro MiyatakeIndependent Outside Corporate Auditor (part-time) Shinobu Okamoto

Distribution of Shares by Shareholder Type

Treasury stock0.01％

Foreign corporations etc.4.29％ Securities firms

0.12％Financial institutions

10.33％

Other Japanese corporations65.33％

Individuals and other19.92％

Our Website

Visit U.S.M. Holdings Website and find out more about us.

Our website offers a variety of content, including the latest

news from us, introduction of our businesses, IR information,

and financial information.

http://www.usmh.co.jp/united super markets holdings inc.

Shareholder nameNumber of shares held

(thousand shares)

Percentage of shares held

(%)

Aeon Market Investment Co., Ltd. 67,159 51.00

Kasumi Business Partners Shareholding Association 2,859 2.17

The Kambayashi Scholarship Foundation 2,300 1.75

Japan Trustee Services Bank, Ltd. (Trust Account) 2,178 1.65

Aeon Co., Ltd. 1,629 1.24

Nippon Life Insurance Company 1,531 1.16

Nippon Access Inc. 1,473 1.12

The Master Trust Bank of Japan, Ltd. (Trust Account) 1,343 1.02

KOKUBU GROUP CORP. 1,099 0.84

Mitsubishi Shokuhin Co., Ltd. 1,073 0.82

Note: Percentages of shares held are calculated excluding 6,674 shares of treasury stock.

Corporate Data

Directors and Corporate Auditors

Stock Informaation

Major Shareholders

Business

Business

Business

Corporate Data and Stock Information (As of February 29, 2016)

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1 Kanda Aioi-cho, Chiyoda-ku, Tokyo 101-0029, Japan

TEL: +81-3-3526-4761

URL: http://www.usmh.co.jp/

Stock Exchange Code: 3222

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